Responsibility, Rightholding and Uncertainty

Integrating law, economics and organization theory, the paper argues that important aspects of social responsibility (SR), figure among the raisons d’etre of the firm as an institution of modern economic and juridical systems. Furthermore, a nexus between SR and the uncertainty of consequences of economic action is established, shedding new light on some of the current debates in corporate governance. Specifically, it leads to the proposition that a ‘substantive’ approach to SR (what a firm’s objectives should be) is less flexible and less fit to uncertainty than a ‘procedural’ approach to SR (who and how is entitled to decide); and that a notion of ‘rightholding’ is more adequate than the usual notion of ‘stakeholding’ for a proper design of governance structures. The argument is supported by analyses of recent real cases.